Zoetis (ZTS) EVP reports RSU vesting, 190 shares withheld for taxes

Filing Impact

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Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Ferran Astorga Jeannette reported equity award activity involving restricted stock units (RSUs) and common shares. On February 19, 2026, RSUs covering 431.6543 units were exercised or converted, resulting in the acquisition of 431 shares of Zoetis common stock.

On the same date, 190 common shares were disposed of at $127.28 per share in a tax-withholding transaction to satisfy tax obligations associated with the equity award, rather than an open-market sale. After these transactions, the reporting person directly held 1,684 common shares and RSU holdings of 2,197 and 207 units in separate grants, each RSU representing a contingent right to receive one share of common stock subject to multi-year vesting schedules and continued service conditions.

Insider Trade Summary

431.654 shares exercised/converted

Mixed 5 txns

Insider Ferran Astorga Jeannette

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	431.654	$0.00	--
Exercise	Common Stock	431	$0.00	--
Tax Withholding	Common Stock	190	$127.28	$24K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 863 shares (Direct); Common Stock — 1,874 shares (Direct)

Footnotes (1)

Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU. Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. One-third of each RSU vests and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 19, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. Not applicable. One-third of each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 18, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. One-third of each RSU vests and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 6, 2024; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/23/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ferran Astorga Jeannette

(Last)

(First)

(Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		M		431	A	⁽¹⁾	1,874	D
Common Stock	02/19/2026		F		190	D	$127.28	1,684	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽²⁾	⁽³⁾	02/19/2026		M			431.6543	⁽⁴⁾	⁽⁵⁾	Common Stock	431.6543	⁽¹⁾	863	D
Restricted Stock Unit⁽²⁾	⁽³⁾							⁽⁶⁾	⁽⁵⁾	Common Stock	2,197		2,197	D
Restricted Stock Unit⁽²⁾	⁽³⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	207		207	D

Explanation of Responses:

1. Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.

2. Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs").

3. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

4. One-third of each RSU vests and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 19, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

5. Not applicable.

6. One-third of each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 18, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

7. One-third of each RSU vests and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 6, 2024; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Zoetis (ZTS) report for Ferran Astorga Jeannette?

Zoetis reported RSU-related insider transactions for Executive Vice President Ferran Astorga Jeannette. RSUs covering 431.6543 units were converted, creating 431 common shares, and 190 shares were withheld to cover taxes tied to the equity award.

Did the Zoetis (ZTS) executive buy or sell shares on the open market?

The filing shows no open-market buy or sell. Shares were acquired through RSU vesting and 190 shares were disposed of solely to satisfy tax withholding obligations, a non-open-market transaction typical for equity award settlements.

How many Zoetis (ZTS) common shares does the executive hold after these transactions?

After the reported transactions, the executive directly holds 1,684 Zoetis common shares. This balance reflects RSU conversion into 431 shares and the tax-withholding disposition of 190 shares on February 19, 2026.

What are the terms of the Zoetis (ZTS) restricted stock units reported?

Each Zoetis restricted stock unit represents a contingent right to receive one common share. One-third of each RSU grant vests and settles in shares on the first, second and third anniversaries of the grant date, subject to continued service and specified earlier-vesting events.

How many Zoetis (ZTS) RSUs does the executive hold following the Form 4 filing?

Following the transactions, the executive holds two RSU positions: 2,197 units and 207 units. Each RSU can settle into one Zoetis common share upon vesting under the applicable multi-year vesting schedules and service conditions described in the filing footnotes.

What was the reported price for Zoetis (ZTS) shares used for tax withholding?

The tax-withholding disposition used a share price of $127.28. At this price, 190 Zoetis common shares were withheld to cover tax liabilities arising from the vesting and settlement of restricted stock units on February 19, 2026.